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UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION

UNITED STATES OF AMERICA

v.

MINE EQUIPMENT & MILL SUPPLY, INC.,

Defendant.

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Filed:

Crim. No.

15 U.S.C. § 1

PLEA AGREEMENT

MINE EQUIPMENT & MILL SUPPLY, INC., the defendant, the
defendant's attorney, and the United States of America agree as
follows:

RIGHTS OF THE DEFENDANT

1. The defendant understands its rights :

to be represented by an attorney;

to plead not guilty;

to have a trial by jury; and

to confront and cross-examine witnesses and to
call witnesses in its defense.

WAIVER OF RIGHTS AND OFFENSE CHARGED

2. The defendant waives the rights set out in 1(b)-1(d)
above. The defendant will waive indictment and will plead guilty
to a one-count criminal Information, a copy of which will be
attached to this Plea Agreement at the time of filing, charging
it with participating in a conspiracy to fix prices for the sale
of commercial explosives in the western Kentucky, southern
Indiana and southern Illinois market area from late l988 until
mid l992 in violation of Section 1 of the Sherman Antitrust Act
(15 U.S.C. § 1). The defendant will make a factual admission of
guilt to the Court in accordance with Rule 11 of the Federal
Rules of Criminal Procedure.

3. The defendant waives its right to assert at trial or on
appeal any defects or errors arising from the Information, the
information process, or the fact that it has been prosecuted by
way of an information.

POSSIBLE MAXIMUM SENTENCE

4. The defendant understands that the Court may impose the
following statutory maximum sentence for a violation of the
Sherman Antitrust Act (15 U.S.C. § 1; 18 U.S.C. § 3571(c), (d)):

a fine in an amount equal to the greatest of:

$10 million;

twice the gross pecuniary gain derived from the crime; or

twice the gross pecuniary loss caused to the victims of the crime;

a mandatory special assessment of $200; and

restitution may be ordered by the Court.

5. The defendant understands that sentencing for the
offense charged will be under the United States Sentencing
Guidelines Manual (U.S.S.G.). The sentence in this case will be
imposed by the Court.

SENTENCING AGREEMENT

6. Pursuant to Rule 11(e)(1)(C), the United States and the
defendant agree that the appropriate disposition of this case is
a fine of $1.9 million, which is within the range of the Court's
discretion as calculated under the U.S.S.G. The parties agree
that calculation of double the gain or double the loss would
unduly complicate or prolong the sentencing process. 18 U.S.C.
§§ 3571(c) and (d). Therefore, the parties also agree that
calculation of loss for purposes of possible restitution would
unduly complicate or prolong the sentencing process. 18 U.S.C. §
3663(d). The parties agree that restitution is not appropriate
in this case. The defendant agrees that the fine is to be paid
to the United States and agrees not to propose or advocate that
any payment be made, or service rendered to any person,
organization, institution or agency in lieu of the fine or any
part of the fine. The defendant agrees that it will not, absent
a written agreement with the United States, file any motion to
reduce, modify or alter the fine imposed upon it by the Court so
long as the fine does not exceed $1.9 million.

7. In connection with their determination of the
appropriate criminal fine set forth in the sentencing agreement
in Paragraph 6, the United States and the defendant analyzed the
appropriate Guidelines as follows:

the applicable guideline for the one-count Information
is U.S.S.G. § 2R1.1, and the base offense level is 10;

increase four (4) levels because the volume of
commerce attributable to the defendant was more than $6,250,000,
pursuant to U.S.S.G. § 2R1.1(b)(2)(D). The affected volume of
commerce which the United States currently is prepared to prove
is approximately $9 million;

the base fine is 20 percent of the volume of commerce,
pursuant to U.S.S.G. §§ 2R1.1(d)(1) and 8C2.4(a) and (b), or
approximately $1.8 million;

the culpability score is four (4), pursuant to U.S.S.G.
§8C2.5 (§§ 8C2.5(a), (b)(5), (g)(2)). Accordingly, the minimum
multiplier to be applied to the base fine is .80 and the maximum
multiplier is 1.60 pursuant to U.S.S.G. § 8C2.6. Thus, under the
Guidelines, the fine would range from approximately $1.45 million
to $2.9 million.

8. Defendant agrees to pay the $200 special assessment
pursuant to 18 U.S.C. 3013(a)(2)(B) at the time of sentencing.
Defendant agrees to pay a $1 million first installment of the
criminal fine within thirty days of the date of sentencing in
this matter. The balance of $900,000 will be due and payable,
with accrued interest as provided in 18 U.S.C. § 3612(f)(2), in
three additional installments as follows: $300,000 plus interest
on the first anniversary of the date of sentencing; $300,000 plus
interest on the second anniversary of the date of sentencing; and
$300,000 plus interest on the third anniversary of the date of
sentencing. The defendant may pre-pay any or all installments
without incurring a penalty.

9. The defendant agrees that in the event it shall fail to
make any prompt payment when due, the entire unpaid balance of
the fine plus accrued interest shall be immediately due and
payable should the United States so elect.

10. The defendant understands that the Court has absolute
discretion, pursuant to Rule 11, to accept or reject the
sentencing agreement set out in Paragraph 6, above. The
defendant understands that should the Court reject the sentencing
agreement, it may withdraw its guilty plea as a matter of right
under Fed. R. Crim. P. 11(e)(2) and (4) and the guilty plea, if
withdrawn, shall not be admissible against the defendant in any
criminal or civil proceeding under Fed. R. Crim. P. 11(e)(6).

11. In the event that the Court rejects the sentencing
agreement set out in Paragraph 6, above, this Plea Agreement
shall be rendered null and void.

DEFENDANT'S COOPERATION

12. The United States acknowledges that the defendant has
fully cooperated during the course of the investigation. The
defendant agrees it will cooperate fully with the United States
in the conduct of any federal grand jury or other federal
criminal investigation involving alleged antitrust violations in
the explosives or ammonium nitrate industries between l987 and
the date of the signing of this Plea Agreement, and in any
criminal litigation or other proceedings arising or resulting
from such investigation. Defendant's cooperation will include:

providing all documents or other items under its
control or which may come under its control; and

making its officers and employees reasonably available
for such interviews as the United States may require.

13. Upon the request of the defendant, the United States
will bring to the attention of any governmental or regulatory
authority the nature and extent of the defendant's cooperation in
the investigation and any proceedings arising out of the
investigation.

GOVERNMENT'S AGREEMENT

14. Subject to the defendant's full and continuing
cooperation, as described in Paragraph 12 above, the United
States agrees not to bring further criminal charges against the
defendant, its parent, Midland Powder Company, Dyna-Blast, Inc.,
Conex, Inc. or Warex, Inc. under the federal antitrust statutes
(15 U.S.C. § 1 et seq.), the mail or wire fraud statutes (18
U.S.C. §§ 1341, 1343), the federal conspiracy statute (18 U.S.C.
§ 371), the false claims statutes (18 U.S.C. §§ 286-287), the
false statement statute (18 U.S.C. § 1001), the Racketeer
Influenced and Corrupt Organizations Act (18 U.S.C. § 1962) or
any other criminal statute that prohibits any act also prohibited
by any of these statutes, for any violations committed before the
date of this agreement arising out of its participation in any
combination or conspiracy to fix prices, rig bids or otherwise
restrain trade in the sale of explosives or ammonium nitrate.
This agreement does not apply to any violations of federal tax
and securities laws or civil matters of any kind, if any.

WAIVER OF RIGHT TO APPEAL SENTENCE

15. Except as otherwise provided, the defendant expressly
waives the right to appeal its sentence on any ground, provided
that the total fine does not exceed $1.9 million, including any
appeal right conferred by 18 U.S.C. § 3742, and the defendant
further agrees not to contest its sentence in any post conviction
proceeding, including but not limited to a proceeding under 28
U.S.C. § 2255. The defendant, however, reserves the right: (a)
to appeal any punishment imposed in excess of a statutory
maximum; (b) to appeal any punishment to the extent it
constitutes an upward departure from the Guidelines range deemed
most applicable by the sentencing court; (c) to appeal on the
grounds of arithmetic errors in the guidelines calculations; and
(d) to appeal on the ground of ineffective assistance of counsel.

REPRESENTATION OF COUNSEL

16. Defendant has thoroughly reviewed all legal and factual
aspects of this case with its attorney and is fully satisfied
with that attorney's legal representation. The defendant has
received explanations satisfactory to it from defendant's
attorney concerning each paragraph of this Plea Agreement, and
the alternatives available to the defendant other than entering
into this Agreement. After conferring with counsel, the
defendant has concluded that it is in its best interest to enter
into this Plea Agreement and to waive the rights set out in (b)-(d) of Paragraph 1 above, and to waive the right to appeal its
sentence subject to the restrictions set out in Paragraph 15
above rather than to proceed to trial in this case.

VOLUNTARY PLEA

17. The plea of guilty is freely and voluntarily made and
not the result of force or threats or of promises or
representations apart from those set forth in this Plea
Agreement. There have been no representations or promises from
anyone as to what sentence this Court will impose.

VIOLATION OF PLEA AGREEMENT

18. During the period of time of the United States'
investigation into criminal violations in the explosives and
ammonium nitrate industries and any court proceedings arising
therefrom, defendant agrees that should it fail to provide full
cooperation as agreed in this Plea Agreement or otherwise violate
any other provision of the Agreement, the United States, in its
sole discretion, may void any of its obligations under this Plea
Agreement and the defendant shall be subject to prosecution for
any federal crime including, but not limited to, obstruction of
justice and the substantive offenses arising from this
investigation. Should this Plea Agreement become void, the
defendant agrees that, for a period of two years after receiving
notice from the United States of its decision to void the Plea
Agreement, that it will waive any defense to any charge which it
might otherwise have under any statute of limitations or the
Speedy Trial Act from the date of the execution of this Plea
Agreement.

ENTIRETY OF AGREEMENT

19. This Plea Agreement constitutes the entire agreement
between the United States and the defendant concerning the
disposition of the charges in this case. The United States has
made no other promises to or agreement with the defendant
relating to price fixing or bid rigging or other restraints of
trade in the explosives and ammonium nitrate industries. This
Plea Agreement cannot be modified other than in writing signed by
the parties.